What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-05 compared with 2025-03-27 · 175 added, 134 removed, 522 unchanged (37% of the section changed)

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

We have served as the Company’s auditor since 2018.

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Property and equipment, net 6,114 9,812

Investment in related party

Other assets 1,437 2,022

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Year Ended December 31,

Related party license revenue $ 1,000 $ —

Collaboration revenue — 5,721

Total revenue 1,000 5,721

Operating expenses:

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Loss from operations ( 51,508 ) ( 80,567 )

Other income:

Other income (expense):

Interest income 2,703 5,174

Other ( 17 ) ( 10 )

Other expense ( 4 ) ( 17 )

Total other income 2,699 5,157

Net loss $ ( 48,809 ) $ ( 75,410 )

Unrealized (loss) gain on investments ( 2 ) 881

Unrealized gain (loss) on investments 4 ( 2 )

Comprehensive loss $ ( 48,805 ) $ ( 75,412 )

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Balance at December 31, 2023 47,260,108 $ 5 $ 451,006 $ 4 $ ( 306,310 ) $ 144,705

Proceeds from sale of common stock and pre-funded warrants, net of issuance cost 4,651,163 — 47,580 — — 47,580

Stock-based compensation expense — — 6,939 — — 6,939

Proceeds from exercise of stock options and purchase of common stock pursuant to employee stock purchase plan 158,274 — 499 — — 499

Exercise of stock options and purchases pursuant to employee stock purchase plan 336,005 — 1,255 — — 1,255

Issuance of common stock upon settlement of restricted stock units 164,153 — — — — —

Taxes paid related to net share settlement of restricted stock units ( 45,558 ) — ( 451 ) — — ( 451 )

Unrealized gain on investments — — — 881 — 881

Stock-based compensation expense — — 9,546 — — 9,546

Proceeds from sale of common stock — — ( 17 ) — — ( 17 )

Unrealized loss on investments — — — ( 2 ) — ( 2 )

Net loss — — — — ( 75,410 ) ( 75,410 )

4 unchanged sentences

Stock-based compensation expense — — 6,995 — — 6,995

Proceeds from sale of common stock — — ( 17 ) — — ( 17 )

Unrealized loss on investments — — — ( 2 ) — ( 2 )

Proceeds from sale of common stock, pre-funded warrants and common stock warrants, net of offering costs 15,225,158 2 44,473 — — 44,475

Exercise of common stock warrants 128,054 — 139 — — 139

Unrealized gain on investments — — — 4 — 4

Net loss — — — — ( 48,809 ) ( 48,809 )

11 unchanged sentences

Non-cash operating lease expense 506 428

Impairment loss 222 303

Impairment loss of fixed assets 81 222

Non-cash license revenue ( 1,000 ) —

Net amortization of investments ( 453 ) ( 2,151 )

Gain on lease modification ( 105 ) —

Changes in operating assets and liabilities:

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Purchase of property and equipment ( 71 ) ( 59 )

Net cash (used in) provided by investing activities ( 8,511 ) 110,859

Net cash used in investing activities ( 7,887 ) ( 8,511 )

Cash flows from financing activities:

Proceeds from sale of common stock, pre-funded warrants and common stock warrants, net of offering costs 44,475 ( 17 )

Proceeds from the exercise of common stock warrants 139 —

Proceeds from the exercises of stock options and purchases pursuant to employee stock purchase plan 25 1,255

Taxes paid related to net share settlement of equity awards ( 65 ) ( 451 )

Proceeds from sale of common stock and prefunded warrants net of issuance cost ( 17 ) 48,170

Net cash provided by financing activities 44,574 787

Increase (decrease) in cash and cash equivalents ( 68,239 ) 78,247

Decrease in cash and cash equivalents ( 3,195 ) ( 68,239 )

Cash and cash equivalents, beginning of period 57,387 125,626

Cash and cash equivalents, end of period $ 54,192 $ 57,387

Supplemental disclosures of non-cash investing and financing activities

Unpaid amounts for direct offering costs $ — $ 339

Deferred offering cost paid in prior period $ — $ 251

Unpaid amounts related to purchase of property and equipment $ — $ 71

See accompanying notes to financial statements

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The failure to raise funds as and when needed could have a negative impact on the Company’s financial condition and ability to pursue its clinical operations, research and development and commercialization of its product candidates.

Management believes that the Company’s cash and cash equivalents and investments of $ 73.0 million as of December 31, 2024 are sufficient to fund projected operations of the Company for at least the next twelve months.

Management believes that the Company’s cash and cash equivalents and short-term investments of $ 78.1 million as of December 31, 2025 are sufficient to fund projected operations of the Company for at least the next twelve months following the date these financial statements are issued.

Global Economic Considerations

The global macroeconomic environment is uncertain and could be negatively affected by, among other things, changes in trade policies, including tariffs or other trade restrictions or the threat of such actions, instability in the global capital and credit markets, supply chain weaknesses, financial institution instability, and instability in the geopolitical environment.

The global macroeconomic environment is uncertain and could be negatively affected by, among other things, inflation, slower growth or recession, changes in trade policies, including tariffs or other trade restrictions or the threat of such actions, instability, or volatility in the global capital and credit markets, supply chain weaknesses, financial institution instability, changes to fiscal and monetary policy or government budget dynamics, and instability in the geopolitical environment.

Such challenges have caused, and may continue to cause, recession fears, high interest rates, foreign exchange volatility, and inflationary pressures.

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Basis of Presentation

The accompanying audited financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Use of Estimates

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The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, which may affect the valuation of the assets and liabilities and their placement within the fair value hierarchy levels.

The determination of the fair values stated below takes into account the market for its financial assets and liabilities, the associated credit risk and other factors as required.

The determination of the fair values takes into account the market for its financial assets and liabilities, the associated credit risk and other factors as required.

The Company considers active markets as those in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Management believes that the carrying amounts of the Company’s financial instruments, including investments and accounts payable, approximate fair value due to the short-term nature of those instruments.

Management believes that the carrying amounts of the Company’s financial instruments, including short-term investments and accounts payable, approximate fair value due to the short-term nature of those instruments.

Concentration of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash, cash equivalents and investments.

Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash, cash equivalents and short-term investments.

The Company maintains its cash and cash equivalents at an accredited financial institution in amounts that exceed federally-insured limits.

The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

The Company invests in only highly-rated debt securities that management believes protects the Company from risk of default and impairment of value.

The Company’s short term investments consists of U.S.

Treasury securities that management believes protects the Company from risk of default and impairment of value.

All of the Company's revenue in 2025 was derived from a license agreement with Kayak Therapeutics, Inc.

All of the Company’s revenue in 2024 was derived from collaborations with Ono Pharmaceutical Co., Ltd.

(“Ono”) and ImmunoGen, Inc.

(“ImmunoGen”) (acquired by AbbVie in February 2024) and in 2023 the Company’s revenue was derived from a collaboration agreement with ImmunoGen and a collaboration agreement with another third-party pharmaceutical company.

As of December 31, 2024, all services required pursuant to each collaboration agreement have been completed.

(“ImmunoGen”) (acquired by AbbVie in February 2024).

All services required pursuant to each collaboration agreement were completed by December 31, 2024.

The Company is highly dependent on a limited number of contract development and manufacturing organizations (“CDMOs”) to supply drug products for its research and development activities of its programs, including nonclinical studies.

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The Company considers all demand deposits with financial institutions and all highly liquid investments with original maturities of 90 days or less at the date of purchase to be cash and cash equivalents.

Cash and cash equivalents consisted of $ 2.2 million held in operating accounts and $ 55.2 million held in money market funds as of December 31, 2024 and $ 4.8 million held in operating accounts, $ 81.1 million held in money market funds and $ 39.7 million in U.S.

government securities, as of December 31, 2023.

The Company's investments consist of highly-rated U.S.

Cash and cash equivalents consisted of $ 1.9 million held in operating accounts and $ 52.3 million held in money market funds as of December 31, 2025 and $ 2.2 million held in operating accounts, and $ 55.2 million held in money market funds as of December 31, 2024.

The Company's short-term investments consist of highly-rated U.S.

Treasury securities and have been classified as available-for-sale and are carried at estimated fair value as determined based upon quoted market prices.

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All available-for-sale securities are considered available to support current operations and are classified as current assets.

Credit impairments for available-for-sale securities are recorded through an allowance rather than a direct write-down of the security and are recorded through a charge to the statements of operations.

Unrealized gains or losses not related to credit impairments are recorded in accumulated other comprehensive income (loss), a component of stockholders’ equity, until realized.

Unrealized gains or losses not related to credit impairments are recorded in accumulated other comprehensive income, a component of stockholders’ equity, until realized.

The Company reviews available-for-sale debt securities for impairments related to credit losses and other factors each quarter.

As of December 31, 2024 and 2023, there were no impairments related to credit losses of investments.

The Company has a long-term investment in preferred stock of a privately held company.

The investment is accounted for under ASC 321, Investments in Equity Securities and is classified as a long-term asset in the accompanying balance sheet as it is not expected to be liquidated within one year.

For investments that do not have a readily determinable fair value, the Company applies the measurement alternative, whereby the investment is carried at cost, adjusted for observable price changes in orderly transactions for identical or similar securities of the same issuer and impairment losses, if any.

Prepaid Expenses and Other Current Assets

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Expenditures for repairs and maintenance that do not extend the estimated useful life or improve an asset are expensed as incurred.

Upon retirement or sale, the cost and related accumulated

depreciation and amortization of assets disposed of are removed from the accounts, and any resulting gain or loss is included in the statement of operations and comprehensive loss.

Upon retirement or sale, the cost and related accumulated depreciation and amortization of assets disposed of are removed from the accounts, and any resulting gain or loss is included in the statement of operations and comprehensive loss.

Depreciation periods are as follows:

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The Company has elected to not apply the recognition requirement of Accounting Standards Codification (“ASC”) 842, Leases of the Financial Accounting Standards Board (“FASB”) to leases with a term of 12 months or less for all classes of assets.

In September 2025, the Company entered into an amendment to its existing office lease agreement to reduce the leased office space.

The modification did not result in any other significant changes to the terms of the lease agreement, including lease payments or the lease term associated with the remaining space.

In accordance with ASC 842, Leases , the Company accounted for the reduction in leased space as a partial termination of the existing lease.

As a result, the Company reduced the carrying amounts of both the related ROU asset and lease liability to reflect the decrease in the lease scope, based on the proportionate reduction in the leased area.

The partial termination resulted in the recognition of a gain of approximately $ 0.1 million, which represents the difference between the reduction in the lease liability and the proportionate reduction in the carrying amount of the ROU asset.

The gain was recognized in general and administrative expenses in the accompanying statement of operations for the year ended December 31, 2025.

Following the modification, the remaining ROU asset and lease liability continue to be amortized over the remaining lease term, and the Company continues to account for the lease in accordance with ASC 842, Leases .

Commitments and Contingencies

The Company follows ASC 450-20, Contingencies of the FASB to report accounting for contingencies.

The Company follows ASC 450-20, Contingencies to report accounting for contingencies.

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.

The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.

In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements.

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Arrangements with collaborators may include licenses to intellectual property, research and development services, manufacturing services for clinical and commercial supply and participation on joint steering committees.

evaluates the promised goods or services in the contract to determine which promises, or group of promises, represent performance obligations.

The Company evaluates the promised goods or services in the contract to determine which promises, or group of promises, represent performance obligations.

In contemplation of whether a promised good or service meets the criteria required of a performance obligation, the Company considers the stage of development of the underlying intellectual property, the capabilities and expertise of the customer relative to the underlying intellectual property and whether the promised goods or services are integral to or dependent on other promises in the contract.

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Consideration may be fixed, variable or a combination of both.

At contract inception for arrangements that include variable consideration, the Company estimates the probability and extent of consideration it expects to receive under the contract utilizing either the most-likely amount method or expected amount method, whichever best estimates the amount expected to be received.

contract inception for arrangements that include variable consideration, the Company estimates the probability and extent of consideration it expects to receive under the contract utilizing either the most-likely amount method or expected amount method, whichever best estimates the amount expected to be received.

The Company then considers any constraints on the variable consideration and includes variable consideration in the transaction price to the extent it is deemed probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

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For arrangements that include sales-based royalties, including milestone payments based on a level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company will recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

To date, the Company has not granted a development and commercialization license nor recognized any revenue related to sales-based royalties or milestone payments based on the level of sales.

Research and Development Services:

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The Company considered the guidance in ASC 808, Collaborative Arrangements (“ASC 808”) and will recognize the payments received from these agreements as revenue when the related costs are incurred.

License Revenue:

License revenue is generated from granting third parties rights to certain of the Company’s intellectual property, including research, development, and commercialization of specified product candidates.

The Company evaluates each licensing arrangement to determine whether the license is distinct from other promised goods or services and whether the arrangement includes multiple performance obligations.

If an arrangement includes multiple performance obligations, the transaction price is allocated to each performance obligation based on relative standalone selling prices.

Upfront payments, including nonrefundable license fees, are recognized as revenue when the underlying performance obligation is satisfied.

Milestone payments that are contingent on the occurrence of a future event are included in the transaction price only when it is

probable that a significant reversal of cumulative revenue will not occur.

Sales-based royalties, including milestone payments based on a level of sales, are recognized as revenue when the subsequent sales occur.

The Company may also enter into arrangements that include non-cash consideration, such as equity instruments.

In such cases, the Company measures the transaction price at the estimated fair value of the non-cash consideration received at contract inception and recognizes revenue when the performance obligation is satisfied.

Research and Development Costs

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The Company makes significant judgments and estimates in determining the accrual and/or prepaid balance in each reporting period and changes in these estimates may result in material changes to the Company’s accruals that could materially affect the Company’s results of operations.

Pre-Funded Warrants

The Company’s pre-funded warrants are classified as a component of permanent stockholders’ equity within additional paid-in capital and were recorded at the issuance date using a relative fair value allocation method.

The pre-funded warrants are equity classified because they (i) are freestanding financial instruments, (ii) are immediately exercisable, (iii) do not embody an obligation for the Company to repurchase its shares, (iv) permit the holders to receive a fixed number of shares of common stock upon exercise, (v) are indexed to the Company’s common stock and (vi) meet the equity classification criteria.

In addition, such pre-funded warrants do not provide any guarantee of value or return.

The Company determined that the sales price of the pre-funded warrants was their fair market value at the date of issuance.

Common Stock Warrants and Pre-Funded Warrants

The Company’s common stock warrants and pre-funded warrants are classified as a component of permanent stockholders’ equity within additional paid-in capital.

The common stock warrants and pre-funded warrants are equity classified because they, (i) are freestanding financial instruments, (ii) are immediately exercisable, (iii) do not embody an obligation for the Company to repurchase its shares, (iv) permit the holders to receive a fixed number of shares of common stock upon exercise, (v) are indexed to the Company’s common stock and, (vi) meet the equity classification criteria.

In addition, such common stock warrants and pre-funded warrants do not provide any guarantee of value or return.

Stock-Based Compensation

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Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during each period.

Basic shares outstanding includes the weighted average effect of the Company’s outstanding pre-funded warrants, the exercise of which requires nominal consideration for the delivery of shares of common stock.

Basic shares outstanding includes the weighted average effect of the Company’s outstanding 40,511,011 pre-funded warrants as of December 31, 2025, the exercise of which requires nominal consideration for the delivery of an equal number of shares of common stock.

Diluted loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as redeemable convertible preferred stock or convertible notes, if any, stock options and unvested shares of restricted stock, which would result in the issuance of incremental shares of common stock.

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As of December 31,

Common stock warrants 52,507,292 —

Stock options 8,648,715 6,573,172

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61,637,184 7,390,522

7,390,522 5,532,567

Other Comprehensive Income (Loss)

Other comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources.

Other comprehensive income (loss) is comprised of the net loss and unrealized gains and losses on investments.

Recently Adopted Accounting Pronouncement

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, (“ASU No.

2023-07”) to require enhanced disclosures that include reportable segment expenses.

Other comprehensive income (loss) is comprised of unrealized gains and losses on short-term investments.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, to require enhanced disclosures that include reportable segment expenses.

The amendments in this update provide that a business entity disclose significant segment expenses and segment profit or loss (after significant segment expenses) and allows reporting of additional measures of a segment’s profit or loss if used in assessing segment performance.

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These amendments were effective for the Company in 2024 and retrospectively to all prior periods using the significant segment expense categories identified.

The impact of the adoption of the amendments in this update was not material to the Company’s financial position and results of operations, as the requirements impact only segment reporting disclosures in the footnotes to the Company’s consolidated financial statements.

The Company presented the effects of the adoption of ASU 2023-07 in Note 13.

Segment Reporting.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 is intended to improve income tax disclosure requirements by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) the disaggregation of income taxes paid by jurisdiction.

The guidance makes several other changes to the income tax disclosure requirements.

The guidance in ASU 2023-09 will be effective for annual reporting periods in fiscal years beginning after December 15, 2024.

The Company is currently evaluating the impact that the adoption of ASU 2023-09 will have on its financial statements and disclosures.

Improvements to Income Tax Disclosures.

The amendments in this update are intended to enhance the transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information.

This update is effective for annual periods beginning after December 15, 2024, and may be applied prospectively or retrospectively.

The Company has retrospectively adopted this ASU in the financial statements for the year ending December 31, 2025.

For additional information, see Note 11 Income Taxes.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”), which is intended to provide more detailed information about specified categories of expenses (employee compensation, depreciation and amortization) included in certain expense captions presented on the consolidated statement of operations.

Disaggregation of Income Statement Expenses (“ASU 2024-03”), which is intended to provide more detailed information about specified categories of expenses (employee compensation, depreciation, and amortization) included in certain expense captions presented on the statement of operations.

The guidance in this ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The amendments may be applied either (1) prospectively to financial statements issued for periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the consolidated financial statements.

The amendments may be applied either, (i) prospectively to financial statements issued for periods after the effective date of this ASU or, (ii) retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its financial statements and disclosures.

Fair Value of Financial Instruments

The following table represents the Company’s available-for-sale investments and money market funds by major security type (amounts in thousands):

The following table represents the Company’s investments by major security type (amounts in thousands):

December 31, 2025

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Money market funds 55,233 — 55,233

government securities

$ 70,831 $ 2 $ 70,833

$ 125,793 $ 4 $ 125,797

The Company’s money market funds are valued using Level 1 inputs and the Company’s US government securities are valued using level 2 inputs.

The Company’s holdings of U.S.

government securities at December 31, 2024 matured the first week of January 2025.

The Company's money market funds are calculated using level 1 inputs, the Company's U.S.

government securities are valued using level 2 inputs.

government securities outstanding as of December 31, 2025 matured in January 2026.

There were no impairments of U.S.

government securities or money market funds for the years ended December 31, 2025 and 2024.

The Company has a related party investment in a private company’s preferred stock that was recorded at fair value using Level 3 inputs under the measurement alternative.

As of December 31, 2025, the Company did not identify any impairment indicators and there have been no observable price changes as of December 31, 2025.

The Company had no other investments held at December 31, 2024 other than those included in the table above.

Property and Equipment

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Office equipment 192 192

Construction in progress — 100

Property and equipment, gross 22,788 23,029

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Accrued Expenses and Other Current Liabilities

Accrued expenses consisted of the following (amounts in thousands):

Research contract costs $ 2,900 $ 4,235

Accrued expenses and other current liabilities consisted of the following (amounts in thousands):

Compensation and related benefits $ 2,767 $ 2,288

Research and development 1,111 2,900

Operating lease liabilities 837 900

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Operating Leases

The Company leases certain office space, laboratory facilities, and equipment.

These leases require monthly lease payments that may be subject to annual increases throughout the lease term.

Certain of these leases also include renewal options at the election of the Company to renew or extend the lease.

These optional periods have not been considered in the determination of the ROU assets or lease liabilities associated with these leases as the Company did not consider it reasonably certain it would exercise the options.

The Company performed evaluations of its contracts and determined it has operating leases.

The Company leases certain office space, laboratory facilities, and equipment in North Carolina and Texas.

These leases require monthly lease payments that are subject to annual increases throughout the lease term.

The following table summarizes the Company’s recognition of its operating leases (in thousands):

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The Company incurred rent expense for its operating leases of $ 0.8 million for the years ended December 31, 2025 and 2024 which is included within operating expenses in the statements of operations and comprehensive loss.

Cash paid for amounts included in the measurement of operating lease liabilities for the years ended December 31, 2024 and 2023 was $ 1.1 million and $ 1.0 million, respectively, and was included in net cash used in operating activities in the statement of cash flows.

Cash paid for amounts included in the measurement of operating lease liabilities for the years ended December 31, 2025 and 2024 was $ 1.1 million and was included in net cash used in operating activities in the statement of cash flows.

In February 2026, the Company renewed its lease for its Austin, Texas office location.

The renewal results in future fixed cash payments of $ 0.2 million in 2027, $ 0.2 million in 2028, and $ 0.3 million in 2029.

The maturities of the Company’s operating lease liabilities as of December 31, 2025 were as follows (in thousands):

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Commitments and Contingencies

Kopfkino License Agreement

The Company is party to an Exclusive License Agreement (the “Kopfkino License Agreement”), with Kopfkino IP, LLC.

As of October 2024, the Company discontinued clinical development of its SL-172154 product candidate that was subject to the Kopfkino License Agreement.

The Company retains the exclusive license, but does not have any plans for clinical dev elopment or commercialization of any products tha t would be subject to the Kopfkino License Agreement and, therefore, the Company does not expect to owe milestone payments or royalties under the agreement.

From time to time, the Company may become involved in various legal actions arising in the ordinary course of business.

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The contracts also contain variable costs and milestones that are hard to predict, as they are based on such things as patients enrolled and clinical trial sites.

The timing of payments and actual amounts paid under CDMO and CRO agreements may be different depending on the timing of receipt of goods or services or changes to agreed-upon terms

or amounts for some obligations.

The timing of payments and actual amounts paid under CDMO and CRO agreements may be different depending on the timing of receipt of goods, services, changes to agreed-upon terms, or amounts for some obligations.

Such agreements are cancellable upon written notice by the Company and therefore, are not long-term liabilities.

Collaboration Agreements

License and Collaboration Revenue

The Company’s revenue consisted of the following components for the years ended December 31, 2025 and 2024 (amounts in thousands):

Related party license revenue $ 1,000 $ —

Collaboration revenue:

Ono Pharmaceutical Co., Ltd — 5,378

ImmunoGen — 343

License and collaboration revenue $ 1,000 $ 5,721

Related Party License Revenue

In August 2025, the Company granted Kayak an exclusive license (the "Kayak Agreement") to its oncology-focused TRIM7 program.

Pursuant to the Kayak Agreement, as the upfront consideration, the Company received preferred stock in Kayak with a fair market value of $ 1.0 million and recognized that consideration as license revenue.

The Company also subleases certain lab space, office space, and lab equipment to Kayak for one year for total consideration of $ 0.3 million.

Payments received pursuant to the sublease for the year ended December 31, 2025 were $ 0.1 million and recorded as a reduction to research and development expenses.

In November 2025, an officer of the Company was elected to the board of directors of Kayak and as a result, Kayak became a related party.

Pursuant to the Kayak Agreement, the Company is also eligible to receive future payments contingent upon the achievement of specified development, regulatory, and commercial milestones of up to $ 86.0 million, and tiered royalties on net sales of any commercialized products subject to the Kayak Agreement in the low single digits.

Such future payments are considered variable consideration and will be recognized as revenue only when the underlying contingencies are resolved and it is probable that a significant reversal of revenue will not occur.

Collaboration Revenue

The Company recognizes collaboration revenue for collaboration agreements using a cost-based input measure.

In applying the cost-based input method of revenue recognition, the Company uses actual costs incurred relative to budgeted costs expected to be incurred, and any upfront payments are deferred accordingly.

Ono Pharmaceutical Co., Ltd .

In February 2024, the Company entered into a collaboration and license agreement (the “Ono Agreement”) with Ono, pursuant to which the parties collaborated in the research and preclinical development of certain compounds selected by Ono from the Company’s pipeline of bifunctional fusion proteins directed toward a pair of prespecified targets for potential treatment of autoimmune and inflammatory diseases.

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The Company identified a single performance obligation consisting of the preclinical research activities to develop certain bifunctional fusion proteins.

The Company recognized revenue for the preclinical research activities as the services were performed using an inputs method.

The Company recognized revenue pursuant to the Ono Agreement for the preclinical research activities of $ 3.4 million for the year ended December 31, 2024, and did not recognize any revenue pursuant to the Ono Agreement for the year ended December 31, 2023.

In 2022, the Company entered into the collaboration agreement with ImmunoGen (the “ImmunoGen Agreement”), pursuant to which ImmunoGen agreed to reimburse the Company for $ 2.0 million of the costs the Company incurred in the Phase 1B combination cohort evaluating SL-172154 in combination with mirvetuximab soravtansine in patients with platinum-resistant ovarian cancer.

The Company recognized $ 3.4 million in revenue for the preclinical research activities as the services were performed using an inputs method.

In 2022, the Company entered into a collaboration agreement with ImmunoGen (the “ImmunoGen Agreement”) pursuant to which ImmunoGen agreed to reimburse the Company for $ 2.0 million of the costs the Company incurred in the Phase 1B combination cohort evaluating SL-172154 in combination with mirvetuximab soravtansine in patients with platinum-resistant ovarian cancer.

The Company dosed its first patient with mirvetuximab soravtansine in 2023 and completed all of its obligations under the ImmunoGen Agreement in the second quarter of 2024.

The Company recognized revenue of $ 0.3 million and $ 1.7 million pursuant to the ImmunoGen Agreement for the years ended December 31, 2024 and 2023, respectively.

The agreement has since been terminated.

The Company is authorized to issue up to 300,000,000 shares of common stock and 10,000,000 shares of preferred stock, all with a par value of $ 0.0001 per share.

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As of December 31, 2025, none of the 10,000,000 shares of preferred stock were outstanding, and the Company has no present plans to issue any shares of preferred stock.

On December 26, 2023, the Company sold 4,651,163 shares of common stock through an underwritten public offering, and concurrently completed a private placement of 3,100,823 pre-funded warrants for net proceeds of $ 47.6 million.

The purchase price per share of common stock was $ 6.45 , and the purchase price per pre-funded warrant was $ 6.4499 which was the purchase price per share of common stock, minus the $ 0.0001 per share exercise price of such pre-funded warrant.

Each pre-funded warrant may be exercised for one share of common stock, is immediately exercisable, does not expire, and is subject to a beneficial ownership limitation of 9.99 % post-exercise.

As of December 31, 2024, no pre-funded warrants have been exercised, and 3,100,823 pre-funded warrants remain outstanding.

In July 2022, the Company entered into a sales agreement (the “Sales Agreement”) with SVB Securities LLC (the “Sales Agent”), pursuant to which it may offer and sell up to $ 75.0 million of shares of its common stock from time to time through an

at the market offering facility (the “ATM Facility”).

The Sales Agent is generally entitled to compensation at a commission equal to 3.0 % of the aggregate gross sales price per share sold under the Sales Agreement.

As of December 31, 2024, there were no sales pursuant to the ATM Facility .

In December 2023, the Company sold 4,651,163 shares of common stock through an underwritten public offering, and concurrently completed a private placement of 3,100,823 pre-funded warrants.

The purchase price per share of common stock was $ 6.4500 , and the purchase price per pre-funded warrant was $ 6.4499 which was the purchase price per share of common stock, minus the $ 0.0001 per share exercise price of the pre-funded warrant.

Each pre-funded warrant may be exercised for one share of common stock, is immediately exercisable, does not expire, and is subject to a beneficial ownership limitation of 9.99 % on a post-exercise basis.

As of December 31, 2025, all 3,100,823 pre-funded warrants remain outstanding.

In August 2025, the Company issued and sold 15,225,158 shares of common stock, pre-funded warrants to purchase up to 37,410,188 shares of common stock, and accompanying common stock warrants to purchase up to 52,635,346 shares of common stock in a private placement offering with certain institutional accredited investors.

The purchase price of each share of common stock and accompanying common stock warrant was $ 0.8677 , and the purchase price of each pre-funded warrant and accompanying common stock warrant was $ 0.8676 , which was the purchase price per share of common stock and accompanying common stock warrant, minus the $ 0.0001 per share exercise price of the pre-funded warrants.

Each pre-funded warrant may be exercised for one share of common stock, is immediately exercisable, does not expire, and is subject to a beneficial ownership limitations of up to 9.99 % on a post-exercise basis.

As of December 31, 2025, all 37,410,188 pre-funded warrants remain outstanding.

In January 2026, 3,100,000 pre-funded warrants were exercised.

Each common stock warrant has an exercise price of $ 1.0846 and is exercisable at any time after the date of issuance for one share of common stock or pre-funded warrant in lieu thereof.

The common stock warrants will expire on the 30th day following the date on which the data from the single ascending dose and multiple ascending dose portions of the Company’s Phase 1 clinical trial of SL-325, including receptor occupancy and safety data, and the design of the planned Phase 2 clinical trial(s) have been announced publicly.

As of December 31, 2025, 52,507,292 common stock warrants remain outstanding.

In January 2026, 4,866,055 common stock warrants were exercised in exchange for 4,866,055 pre-funded warrants with an exercise price of $ 0.0001 for gross proceeds of $ 5.3 million.

Two beneficial owners of 10% or more of our common stock participated in the private placement offering with the same terms as all other participants in the offering.

Together, the beneficial owners purchased 8,963,785 pre-funded warrants in lieu of common stock and received accompanying common stock warrants to purchase an additional 8,963,785 shares of common stock.

In January 2026, the Company entered into a sales agreement (the “Sales Agreement”) with Leerink Partners, LLC (the “Sales Agent”), pursuant to which it may offer and sell up to $ 75.0 million of shares of its common stock from time to time through an at the market offering facility (the “ATM Facility”).

The Sales Agent is generally entitled to compensation at a commission equal to up to 3 % of the aggregate gross sales price per share sold under the Sales Agreement.

In January 2026, the Company sold 5,000,000 shares of common stock for $ 4.28 per share for gross proceeds of $ 21.4 million through the ATM Facility.

Stock-Based Compensation and Employee Benefit Plans

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In September 2020, the Company adopted the 2020 Stock Incentive Plan (the “2020 Plan”) which, as of the adoption date, replaced the 2016 Stock Incentive Plan.

Under the 2020 Plan, the share reserve automatically increases on January 1st of each year beginning in 2021 and ending with a final increase on January 1, 2030 in an amount equal to 4 % of the Company’s outstanding common stock on December 31st of the preceding calendar year.

Under the 2020 Plan, the share reserve automatically increases on January 1st of each year beginning in 2021 and ending with a final increase on January 1, 2030 in an amount equal to 4 % of the Company’s outstanding shares of common stock on December 31st of the preceding calendar year.

The Board may provide that there will be no increase in the share reserve for any such year or that the increase in the share reserve may be smaller than would otherwise occur.

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The Company’s awards generally vest over four years and have a term of 10 years.

The Company has also granted awards with certain market based conditions.

Periodically, the Company also grants awards that vest based on the Company’s stock achieving certain closing share prices for a specified number of consecutive trading days.

2020 Employee Stock Purchase Plan

The 2020 Employee Stock Purchase Plan (the “2020 ESPP”) became effective in connection with the Company’s initial public offering (“IPO”) and as of December 31, 2024, a total of 1,660,229 shares of common stock are reserved for issuance under the 2020 ESPP.

The 2020 Employee Stock Purchase Plan (the “2020 ESPP”) became effective in October 2020.

Eligible employees may purchase shares of common stock under the 2020 ESPP at 85 % of the lower of the fair market value of the Company’s common stock as of the first or the last day of each offering period.

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The Board elected not to increase the share reserve for the ESPP on January 1, 2026.

As of December 31, 2025, there were 1,629,954 shares available for future purchases.

During the years ended December 31, 2025 and 2024, the Company issued 30,275 and 17,246 shares, respectively, of common stock for aggregate cash proceeds of less than $ 0.1 million each year.

The Company recorded stock-based compensation expense in the following expense categories of its accompanying audited statements of operations and comprehensive loss (in thousands):

2025 Inducement Grants

In December 2025, the Company issued an inducement grant pursuant to the “inducement exception” provided under Nasdaq Listing Rule 5635(c)(4) (“inducement grants”) to a person not previously employed by the Company.

The Company may issue additional inducement grants to non-employees or following a bona fide period of non-employment, as an inducement to such persons entering into employment with the Company.

Inducement grants must be approved by the Company’s compensation committee, and consultants and directors are not eligible to receive inducement grants.

Stock options issued as inducement grants generally vest over four years and have a term of 10 years.

The Company recorded stock-based compensation expense in the following expense categories of its accompanying statements of operations and comprehensive loss (in thousands):

Year Ended December 31,

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Total stock-based compensation $ 6,995 $ 9,546

The following table summarizes option activity under the 2020 Plan:

The following table summarizes option activity for the year ended December 31, 2025:

Options Weighted

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As of December 31, 2025, the unrecognized compensation cost for options issued was $ 8.0 million and will be recognized over an estimated weighted-average amortization period of 1.17 years.

The total intrinsic value of options exercised during the years ended December 31, 2024 and 2023 was $ 1.7 million and $ 0.4 million, respectively.

There were no exercises for the year ended December 31, 2025, and the total intrinsic value of options exercised during the year ended December 31, 2024 was $ 1.7 million.

The aggregate intrinsic value of options outstanding and exercisable as of December 31, 2025 was $ 1.4 million.

The aggregate intrinsic value of options outstanding as of December 31, 2025 was $ 9.2 million.

Restricted Stock Units

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817,350 $ 8.02

Granted 638,476 10.09

Vested ( 236,051 ) 7.62

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Balance at December 31, 2025

The Company recognized $ 2.2 million and $ 0.8 million of stock-based compensation related to RSUs as of December 31, 2024 and 2023, respectively.

The Company recognized $ 1.5 million and $ 2.2 million of stock-based compensation cost related to RSUs as of December 31, 2025 and 2024, respectively.

As of December 31, 2025, the unrecognized compensation cost for RSUs issued was $ 2.4 million and will be recognized over an estimated weighted-average amortization period of 1.01 years.

The fair value of each RSU is based on the fair value of the Company's common stock on the date of the grant.

The fair value of RSUs is based on the fair value of the Company's common stock on the date of the grant.

Fair Value of Stock Options and Shares Issued

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The Company uses the Black-Scholes option pricing model to estimate the fair value of employee stock options that only have service or performance conditions.

The Company uses the Monte Carlo pricing model to estimate the fair value of options that have market-based conditions.

The inputs to both pricing models require a number of management estimates such as the expected term, volatility, risk-free interest rate and dividend yield.

The inputs to the pricing model require a number of management estimates such as the expected term, volatility, risk-free interest rate and dividend yield.

The fair value of stock options was determined using the methods and assumptions discussed below.

• The expected term of employee stock options with service-based vesting is determined using the “simplified” method, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data.

• The expected stock price volatility assumption is based on the historical volatilities of the common stock of a peer group of publicly traded companies as well as the historical volatility of the Company's common stock since the Company began trading subsequent to the IPO in October 2020 over the period corresponding to the expected life as of the grant date.

• The expected stock price volatility assumption is based on the historical volatilities of the common stock of a peer group of publicly traded companies as well as the historical volatility of the Company's common stock since the Company began trading subsequent to the Company’s initial public offering (“IPO”) in October 2020 over the period corresponding to the expected life as of the grant date.

The historical volatility data was computed using the daily closing prices during the equivalent period of the calculated expected term of the stock-based awards.

The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of the Company's stock price becomes

available, or until circumstances change, such that the identified entities are no longer comparable companies.

The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of the Company's stock price becomes available, or until circumstances change, such that the identified entities are no longer comparable companies.

In the latter case, other suitable, similar entities whose share prices are publicly available would be utilized in the calculation.

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Expected dividends $ — $ —

For the year ended December 31, 2024, there were no options granted that required the use of the Monte Carlo option pricing model.

For the year ended December 31, 2023, the grant-date fair value of options calculated using the Monte Carlo option pricing model granted under the Company’s 2020 Plan were estimated using the following assumptions.

2020 Plan Year Ended December 31, 2023

Expected term - years 4

Expected volatility 80.0 %

Risk-free interest rate 3.6 %

Expected dividends $ —

The grant-date fair value of shares issued calculated using the Black-Scholes option pricing model under the Company’s 2020 ESPP were estimated using the following weighted-average assumptions:

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Year Ended December 31,

Amount Rate Amount Rate

Income tax benefit computed at federal statutory tax rate $ ( 10,250 ) 21.0 % $ ( 15,809 ) 21.0 %

Change in valuation allowance 11,064 ( 22.7 ) % 19,231 ( 25.5 ) %

General business credits ( 4,740 ) ( 4,392 )

Stock compensation 348 486

Change in uncertain tax position 948 878

R&D credit ( 1,124 ) 2.3 % ( 2,819 ) 3.7 %

Prior year R&D credit adjustment 71 ( 0.1 ) % ( 1,216 ) 1.6 %

Nontaxable/nondeductible 259 ( 0.5 ) % 360 ( 0.5 ) %

Change in unrecognized tax benefits ( 14 ) — % 243 ( 0.3 ) %

Other ( 6 ) — % 10 — %

Income tax benefit $ — — % $ — — %

Cash tax payments are considered immaterial to the financial statements for both federal and state purposes.

Significant components of the Company’s deferred tax assets and liabilities are as follows (amounts in thousands):

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The Company has established a valuation allowance equal to the net deferred tax asset due to uncertainties regarding the realization of the deferred tax asset based on the Company’s lack of earnings history.

The valuation allowance increased by $ 19.2 million and $ 21.3 million during the years ended December 31, 2024 and 2023, respectively, primarily due to continuing loss from operations, general business credit carryforwards, and accrued expenses.

The valuation allowance increased by $ 11.1 million and $ 19.2 million during the years ended December 31, 2025 and 2024, respectively, primarily due to continuing loss from operations, general business credit carryforwards, section 174 research and development capitalization and accrued expenses.

As of December 31, 2025 and 2024, the Company had gross U.S.

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tax credit carryforwards of $ 23.0 million and $ 21.6 million, respectively.

As of December 31, 2024 and 2023, the Company had capital loss carryforwards of $ 2.7 million.

As of December 31, 2025 and 2024, the Company had gross state NOL carryforwards of $ 0.1 million and $ 0.0 million, respectively.

The NOL, capital loss, and tax credit carryforwards began to expire in 2024.

As of December 31, 2025 and 2024, the Company capital loss carryforwards of $ 2.6 million and $ 2.7 million, respectively.

The capital loss and tax credit carryforwards as of December 31, 2024 began to expire in 2025.

The NOL, capital loss, and credit carryforwards are subject to Internal Revenue Service adjustments until the statute closes on the year the NOL or credit carryforwards are utilized.

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NOLs following a change of control.

After the 2019 financial statements were filed, the Company completed a Section 382 study from formation through October 14, 2020.

Although an ownership change occurred during 2020, no deferred tax assets were impacted by the limitation.

On August 26, 2025, the Company sold shares of the Company’s common stock and pre-funded warrants (“PFW”) in a private placement investment in public entity (“PIPE”) transaction.

As a result, the Company completed a Section 382 study to determine if a ownership change resulted due to these transactions.

The 382 study performed determined that an ownership change occurred on August 26, 2025 resulting in a limitation on the Company’s deferred tax assets.

Since the Company is in a full valuation allowance position and is expected to continue to be in a valuation allowance position, this determination did not have an immediate effect on the Company’s financial statements as all tax attributes are fully valued.

A reconciliation of the Company’s liability for unrecognized tax benefits is as follows (amounts in thousands):

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Increase for tax positions related to the current year 281 705

Increase for tax positions related to prior years 243 236

(Decrease) increase for tax positions related to prior years

Balance, end of year $ 4,473 $ 4,206

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The measure of segment assets is reported on the balance sheets as total assets.

Accounting policies for segment reporting are the same as the accounting policies disclosed in footnote 2.

Accounting policies for segment reporting are the same as the accounting policies disclosed in Note 2.

The following table sets forth information about the Company’s single reportable segment and the significant expenses reviewed by the CODM, including a reconciliation to net loss (in thousands):

Year Ended December 31,

Collaboration revenue $ 5,721 $ 1,657

License and collaboration revenue $ 1,000 $ 5,721

Operating expenses:

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Other research and development 2

16,010 22,343

Research and development non-equity compensation 9,132 14,125

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Loss from operations ( 51,508 ) ( 80,567 )

Other income:

Other Income (expense):

Interest income 2,703 5,174

Other ( 17 ) ( 10 )

Other expense ( 4 ) ( 17 )

Total other income 2,699 5,157

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2 Other research and development expense includes technical operations expense of $ 2.8 million and $ 4.2 million, other research and development expense (primarily includes research activities for other pipeline compounds and facility expenses) of $ 3.4 million and $ 8.2 million and depreciation expense of $ 3.5 million and $ 3.6 million for the years ended December 31, 2025 and 2024, respectively.

Subsequent Events

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data